As filed with the Securities and Exchange Commission on December 12, 2001
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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TORCHMARK CORPORATION
TORCHMARK CAPITAL TRUST I
TORCHMARK CAPITAL TRUST II
(Exact name of registrant as specified in its charter)
63-0780404
Delaware 74-6507320
74-6508172
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Nos.)
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2001 Third Avenue South
Birmingham, Alabama 35233
(205) 325-4200
(Address, including zip code, and telephone number of registrant's principal
executive office)
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LARRY M. HUTCHISON, ESQ.
Vice President and General Counsel
2001 Third Avenue South
Birmingham, AL 35233
(205) 325-4200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
GREGORY S. CURRAN, ESQ.
Maynard, Cooper & Gale, P.C.
1901 Sixth Avenue North
Suite 2400
Birmingham, Alabama 35203
(205) 254-1000
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Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities being offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-83411
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Amount of
Title of Each Class of Maximum Registration
Securities to be Registered Aggregate Offering Price Fee
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Senior debt securities ("Debt Securities")
of Torchmark Corporation.................... $30,000,000 $7,170
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This registration statement shall become effective upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is filed pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), and Rule 462(b) promulgated thereunder.
Pursuant to Rule 462(b), all of Part I and Part II of the Registrants'
Registration Statement on Form S-3, as amended, declared effective on November
30, 1999 (Registration No. 333-83411), including the exhibits thereto and each
of the documents incorporated by reference therein, are hereby incorporated by
reference into this Registration Statement.
The required exhibits are listed on the Exhibit Index attached hereto and
filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant, Torchmark
Corporation, certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Birmingham, State of Alabama, on December 11,
2001.
Torchmark Corporation
By: *
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C.B. Hudson
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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* Chairman, Chief Executive December 11, 2001
-------------------------- Officer, and Director
C.B. Hudson
/s/ Gary L. Coleman Executive Vice President December 11, 2001
-------------------------- and Chief Financial
Gary L. Coleman Officer (Principal
Accounting Officer)
* Director December 11, 2001
--------------------------
David L. Boren
* Director December 11, 2001
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Joseph M. Farley
* Director December 11, 2001
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Louis T. Hagopian
* Director December 11, 2001
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Joseph L. Lanier, Jr.
* Director December 11, 2001
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Mark S. McAndrew
* Director December 11, 2001
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Harold T. McCormick
* Director December 11, 2001
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Joseph W. Morris
* Director December 11, 2001
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George J. Records
* Director December 11, 2001
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R. K. Richey
* Director December 11, 2001
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Lamar C. Smith
*By /s/ Larry M. Hutchison
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Larry M. Hutchison
Attorney-in-fact
Pursuant to the requirements of the Securities Act, the registrant, Torchmark
Capital Trust I, certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Birmingham, State of Alabama, on December 11,
2001.
Torchmark Capital Trust I
By: /s/ Larry M. Hutchison
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Larry M. Hutchison
Regular Trustee
By: /s/ Gary L. Coleman
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Gary L. Coleman
Regular Trustee
Pursuant to the requirements of the Securities Act, the registrant, Torchmark
Capital Trust II, certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Birmingham, State of Alabama, on December 11,
2001.
Torchmark Capital Trust II
By: /s/ Larry M. Hutchison
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Larry M. Hutchison
Regular Trustee
By: /s/ Gary L. Coleman
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Gary L. Coleman
Regular Trustee
EXHIBIT INDEX
Number Description
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5.1 Opinion of Maynard, Cooper & Gale, P.C. as to the legality of the
securities being registered hereunder
23.1 Consent of Deloitte & Touche LLP, independent auditors
23.2 Consent of KPMG LLP, independent auditors
23.3 Consent of Maynard, Cooper & Gale, P.C. (Included in Exhibit 5.1)
24.1 Powers of Attorney for certain officers and directors of
Torchmark Corporation